Utah Uniform Corporate Resolution is a document used by a corporation in Utah to document certain actions taken by its board of directors. It is used when the board needs to approve changes to the company's Articles of Incorporation, to authorize the issuance of stock, or to approve the appointment of officers or directors. It can also be used to document other decisions made by the board of directors. Utah Uniform Corporate Resolution is required by the Utah Revised Statutes and must be properly executed in order to be legally binding. There are two types of Utah Uniform Corporate Resolutions: the General Corporate Resolution and the Special Corporate Resolution. The General Corporate Resolution is used for routine business matters such as approving the appointment of officers or directors, changing the company's Articles of Incorporation, or authorizing the issuance of stock. The Special Corporate Resolution is used for more complex matters such as changing the company's name, merging with another corporation, or transferring assets.
Utah Uniform Corporate Resolution
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FAQ
Right to dissent. A shareholder is entitled to dissent and obtain payment of the fair value of his shares in the event of any other corporate action to the extent the articles of incorporation, bylaws, or a resolution of the board of directors so provides.
Shareholders who dissent to a particular corporate transaction may exercise their appraisal rights and petition the court to determine the fair value of their shares. The Delaware Court of Chancery (the ?Chancery Court?) continues to be the primary venue for the resolution of these statutory appraisal actions.
Dissenters' rights ensure a shareholder that they can sell their shares at fair value in the event that a company takes a decision that they do not agree with. Dissenters' rights are guaranteed under state corporate law.
Most management actions are protected from judicial scrutiny by the business judgement rule: absent bad faith, fraud, or breach of a fiduciary duty, the judgement of the managers of a corporation is conclusive.
Utah corporate bylaws define a corporation's purpose, the powers and duties of its directors and shareholders, and any other rules and regulations that will help govern internal activities. Bylaws are created by the incorporator or board of directors after they have filed their articles of incorporation.
A corporate resolution is a written document created by the board of directors of a company detailing a binding corporate action. A corporate resolution is a legal document that provides the rules and framework for how the board can act under various circumstances.